Exhibit
10.3


 


Spherix
Incorporated


 


RESTATED


CONSULTING
AGREEMENT


BETWEEN
SPHERIX INCORPORATED


AND GILBERT
V. LEVIN


 


This Restated Consulting Agreement (this
“Agreement”) is made as of this 23rd day of March, 2004, by and between the
undersigned.


 


RECITALS


 


Spherix Incorporated, a Delaware corporation (the
“Corporation”), and Gilbert V. Levin (the “Employee”), have executed and
delivered a Consulting Agreement dated as of February 17, 1993, as amended
(the “Consulting Agreement”).  The
Corporation and the Employee now desire to make certain changes to the
Consulting Agreement, which is herewith completely restated.


 


NOW, THEREFORE, in consideration of the foregoing,
and other good and valuable consideration, the parties hereto agree as follows:


 


1.             Retirement.  As used herein, the term
“retirement” shall mean the time at which Dr. Levin ceases to be an employee of
the Corporation.


 


2.             Consultation Services.


 


(a)           Upon retirement, the Employee agrees to make himself available to the
Corporation as an independent contractor should the Company, from time to time,
so desire.  The Corporation agrees to
engage the Consultant as such upon the terms and conditions hereinafter set
forth.


 


(b)           The Employee agrees to render services as a general advisor and
consultant to management on a part-time, as needed basis, as may be requested
by the Corporation at a mutually convenient time.  It is agreed that such services shall not require the Employee to
be active in the day-to-day operation of the Corporation.


 


(c)           The term during which the Employee shall be required to perform
consulting services on a part-time, as needed basis, shall be limited to any
Company requests that may be issued to him from time to time.  There will be no minimum amount of
consulting time required.  Any such
consulting time provided by the Employee will be compensated at the rate of
$2,000 per day, such rate to be changed annually to reflect the CPI as
announced by the Federal Government. 
The Corporation will reimburse the Employee for all ordinary and
necessary expenses incurred by the Employee in connection with the Agreement,
including, but not limited to, all travel expenses.  Travel reimbursement shall be made in accordance with the
Corporation’s travel policy then in effect. 
If any such expenses are paid by the Employee in the first instance, the
Corporation will reimburse him upon submission of receipts therefor.


 


(d)           As a major stockholder of the Corporation and a valued contributor to
the business of the Corporation, the Employee and Corporation acknowledge that
Board of Director and Board Committee membership by the Employee may continue
into retirement.  For purposes of this
Agreement, services rendered as a Board member by the Employee shall not be considered
consultation to the Corporation hereunder.


 


3.             The Consulting Agreement, as hereby restated,
is ratified and confirmed in all respects and shall continue in full force and
effect.


 

















 


IN WITNESS WHEREOF, the parties have executed, under seal, and
delivered this Agreement the date first above written.


 


	
   

  	
  SPHERIX INCORPORATED

  
	
  (SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Katherine M. Brailer

  	
   

  	
  Thomas W. Gantt

  
	
   

  	
  Corporate Secretary

  	
   

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Gilbert V. Levin

  
									



 


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